“Good evening, and welcome to the Applewood Hotel.” said the welcoming Bellhop.

The Applewood Hotel is a great spot for celebrities to go for a celebration of a fun premiere, a successful awards ceremony, or a torrid affair of alcohol and mostly bad decisions. Tonight however, two normal ponies from the town of Ponyville have checked in for the night, and they are there for an entirely different reason, as they are neither celebrities, nor drunk.

Milano and Silver Screen, wearing their Nightmare Night costumes, quietly stand in the elevator as a jaunty tune plays from the small speakers on the ceiling. The bellhop inside has no idea what is going on in the minds of these two ponies, and he doesn’t seem too keen on finding out.

Once the doors open, they walk through the hallway on the top floor, looking for their room. Milano was the one to set up the reservation, so she holds the key in her mouth. She finds the room, unlocking it with care and attention, intentionally dragging out the inevitable and raising Silver Screen’s anticipation…among other things.

They walk inside to a gorgeous room, with a wonderful view of the city. The lights glow like stars on the ground, and spot lights cut through the night sky. As Milano heads for the window, Silver Screen turns to lock the door.

“So, Milano…” he says, “What do you have planned for…”

Suddenly, Milano lets out a loud gasp, instantly making Silver Screen turn towards her. She is looking directly at him with fear and hatred, like he is an enemy that must be vanquished.

“Red Skull?!” she says with eyes of fire, “What are you doing here?! Where’s Bucky?!”

Silver Screen’s brain calculates what exactly is going on with the situation before him. Milano is obviously acting like Captain Equestria, so that must mean…

He gets it. He smiles.

“Hello, Captain Equestria.” he speaks in an evil and foreign accent, “So sorry, but your dear friend Bucky won’t be joining you, tonight.”

“What have you done? Did you kill him?!”

“No, of course not. He’s back at your base, playing cards with the other members of the Howling Commandos.” Red Skull walks around the room with a powerful and threatening presence. “I do wonder what you were thinking in agreeing to this meeting place. Your good and trusted companion, wanting to meet in such a private and…intimate place. It makes a stallion such as myself, wonder if I just found out your one true weakness.”

“I…” Captain Equestria lets off a small but noticeable blush, which Red Skull catches instantaneously, “…that is none of your business.” She shakes off the moment of embarrassment with a fighting stance, “You are here to kill me, aren’t you?!”

“On the contrary, my beautiful Captain, on the contrary.” He turns to look into her eyes; a devious smile creeps onto his mouth. “I am here to talk.”

“Not a chance! I know your games too well, Red Skull!”

She lunges at the ruthless leader of the war criminals known as Hydra, latching on to him and tackling him to the wall. She looks hatefully into his eyes, but he continues to smile. He grabs her, bringing her to the floor and holding her down.

“Such fire in you, Captain.” he licks his lips, “However, you have always underestimated at every hoof step. I am not one of my measly soldiers. I am greater than that.”

“Good, I like a challenge.” she smirks.

Captain Equestria pushes him off with force, and he drops onto his back. She is now the one holding him down, but he doesn’t stay for long. He breaks free of her grip, grabbing her and rolling her around the room, knocking over a small table and a lamp. He then gets up, with her still attached to his body. With a quick jump, they land on the bed, with him once again on top of her.

She struggles and grunts, but it’s of no use. Red Skull cackles with delight, knowing that he has captured his prey.

“Don’t be so scared, Captain. I have no intention of killing you.”

“I am not afraid.” she shoots a look of defiance at him. “I do not cower at the likes of you.”

“Why must we keep doing this?” he says with an expression of empathy, “We always fight, always draw blood, and always end up in the same place where we started. I don’t want that, anymore. I see that you are a wonderful soldier, and a beautiful mare.”

“What are you saying?”

“I’m saying that together, we can be the strongest force on this planet.”

“Well, I’m not in the mood to join you, so you might as well kill me now.”

“Why must this conflict end in one of us dying? It would be a waste to kill such a perfect mare like yourself.”

Captain Equestria lets off another noticeable blush, looking away from him. He smiles, noticing that she just might like the flattery.

“A beast like you shouldn’t dare to look at me like that.” she mutters with disdain.

“But I do. You are so beautiful, Captain. You have a strong, firm, and perfect physique. You would make a fine companion for me. Don’t tell me you never looked at me in such a way.”

“Never!” she looks back at him, “You are a monster! A fiend! You killed friends of mine, and I would never…”

Red Skull interrupts her with a well-placed kiss on the lips. She moans in surprise and her eyes widen at his gentle touch. It’s an odd yet deeply romantic kiss, one that causes her eyes to close at its tenderness. Red Skull can feel her tongue touch his, gently wrapping around it, and rubbing at the top of his palate. He hums in satisfaction, finding the kiss hardened yet sensual.

They separate, with a strand of saliva connecting their mouths together. Captain Equestria breathes heavily, gradually opening her eyes to the smug and victorious commander. She looks away once again, ashamed at enjoying such a moment.

“Oh my…” Red Skull smirks, “Did you enjoy that, Captain?” He watches as she remains silent, almost in deep thought about how to respond to such a question. “We do not have to fight anymore. We can no longer be enemies. Just you and me, superior beings, ruling the world side by side.”

“There is no future for us.” she says quietly, “You strive for perfection in your own image. I cannot allow that. We are destined to fight until one of us falls.”

“I see…” Red Skull frowns in disappointment, “Pity. I see that there is no convincing you.”

“What are you going to do to me?” she stares into his eyes, “If I refuse to join you, then we have no choice, but to end this.”

“Not necessarily.” he smiles, “Though you have refused my offer, we do not have to fight…tonight. After all, we have this nice room to ourselves, and you know that I do not desire to end your life.”

“And what makes you think that I don’t want to kill you?”

“We are one and the same, Captain. If you wanted to kill me, you would have pushed me off five minutes ago.” he gets closer to her muzzle, licking it gently. She trembles in response; not out of fear, but arousal. “You’re trembling. Does this mean you fear me, or is it something else?”

“I….” she whispers, “I…”

“How about, just for tonight, we are not enemies? Just two ponies enjoying a lovely evening together, and giving in to our deepest…and darkest…desires. Tomorrow, it will be business as usual. What do you say? Will you at least accept to that?”

“I…” she turns to face him once more, “I do.”

Their lips connect one more time for a passionate kiss, embracing one another in a state of cardinal bliss. Moans exit their mouths, and their tongues are entwined in yet another primal dance. Red Skull removes his leather jacket, and begins to remove the rest of his uniform, when Captain Equestria places a hoof on his chest, stopping him.

“Leave it on.” she pants, “You are to leave as soon as you are satisfied.”

“As you wish.” he smiles, kissing her again in a rough fashion.

His hoof makes its way to her pants, where he gets it inside, finding her already wet and wanting sex with ease. He rubs against it, causing her to moan as she continues to kiss him. He then removes the pants down to the bottom of her forelegs, exposing her glistening slit.

Red Skull separates from her, moving downwards to her delicious cunny, and diving right in, tongue instantly penetrating her body and inner walls. She gasps and bits down on her hoof, not believing that this tyrannical individual is giving her the best pleasure of her life. He laps up her sexual juices eagerly, licking her cunt like a dog enthusiastically licking its water bowl. He’s really going at it, and is unashamed to hide his excitement.

“Oh no…” Captain Equestria whispers, “I’m gonna…damn you! AHHH!”

With no further warning, her strong orgasm powers its way out of her open sex, and pours into Red Skull’s wanting mouth. He swallows everything that she gives him, eking out a deviant and victorious chuckle.

“Captain…” he smiles, “I didn’t know how quick you were to…satisfaction.”

“Shut up.” she says angrily, “You are disgusting.”

“I’m not the one who orgasmed in a matter of minutes, my little super soldier.” he sinisterly smirked, moving back up to her muzzle. “Face it, you want me.”

“I…don’t…” she pants, leaning up and kissing him roughly.

Using his magic, he unzips his pants, and is fully erect and pulsating member falls onto Captain Equestria’s costumed stomach. Playfully, he rubs it against her tight uniform, making her bite her lip in anticipation.

“What are you waiting for? Just get it over with.” she looks away from him, a common sight for the war criminal at this point.

“Of course.” He positions his length against the dripping slit, pushing into it carefully.

Subtlety goes completely out the window, as Red Skull thrusts into her with one powerful push. The abrupt act causes her to yelp and wrap all her hooves around his body. He smiles, nibbling on her shoulder as she continues to shudder and moan.

He doesn’t mock her, nor does he say anything. Instead, he pushes in and out of her at a gradual pace. After a few slower thrusts, he goes to a faster pace, before going back to slow. He keeps on teasing her, making her think that he is going to climax at any second, but instead keeps going, making her second guess his every movement.

“S…stop…” Captain Equestria moans between thrusts, “Just cum already.”

“You and I both know that that isn’t going to happen very soon. I can feel every inch of your insides. You are wet with pleasure and pain. You want me to keep going for as long as you desire.”

“Shut up…” she seethes, “You do not know what I want.”

“Then push me off. End this session and leave this room. Do as you please.” He stops thrusting, looking into the depth of her very soul. He’s giving her the opportunity to leave; to get rid of him and end this once and for all.

She grabs him by the shoulders, rolling him onto his back, with her on top of him. She squeezes her thighs against his waist, and he laughs and moans at the same time. Looking at him, she is tempted to squeeze the life out of him, but instead…she slowly moves up and down, allowing his cock to continue penetrating her. Her breaths become heavy again; both hooves on his chest and she grinds onto him, feeling his length twitching inside of her, hitting her cervix over and over and over again.

Sweat pours from her mask; the heat of the outfit, and the heat of herself is causing her to pant wildly now, throwing her head up to the ceiling with eyes shut and mouth open.

Her grinding goes faster and fast; Red Skull looks upon her glorious and perfect figure, writhing on top of his shaft, squeezing it with all she’s got. Her tightness makes his once pleased expression turn into one of struggle. She is too tight now, and her movements are making that all too familiar pressure within him creep up.

Suddenly, the Captain freezes in place, whimpering and moaning. Warm sexual juices flow from her cunny, and she looks away in embarrassment. She came again.

“Again?” Red Skull says in wonderment, “I’m not finished yet.” He grabs her by the shoulders, turning the tables and pinning her back on the bed where they started before. “Perhaps I should give you what you want now.”

“I don’t want anyth…AHH!” she is interrupted by a hard thrust, as Red Skull pumps into her vigorously and with a laugh.

“I’ve dreamt of this, Captain!” he says, continually thrusting, “I wanted you in my bed for so long, and now I finally have you! This is the victory I always wanted! Not over Equestria, but over YOU!”

Captain Equestria moans loudly now, unable to contain herself as Red Skull goes to town on her body and soul. He leans down, kissing her with sloppiness and wetness, like a wild animal, before going back to push himself deeper inside of her.

It’s at that moment, that he can feel it. He’s finally going to cum, but he does not want to. He wants this moment to last forever, but he knows it can’t, and on some level, that upsets him. He makes the most of it, continually caressing her body, finding her erogenous zones and exploiting them as fast as he can. He nibbles her ear, she likes it. He licks her neck, she likes it. He grabs her rump, lifts her up to the wall, and pounds her harder against it….she REALLY likes it.

“Captain…oh….Captain…” he grits his teeth harder, “I want you…forever. I want you to be mine. Mine…and no one ELSES!” he pumps faster now, feeling that he’s going to unleash himself at any given moment. “Oh, Captain….I LOVE YOU! AHHH!!”

He yells out for the last time, as his shaft shoots out load after load of hot cum inside of her. The sensation makes Captain Equestria cum for the third and final time, yelling out with him; their orgasms as wonderful as they are prolonged.

Their yells subside, and their juices pour out onto the bed, and Red Skull falls backward onto the comfortable mattress below, with the once heroic Captain plopped on top of him. They spend the next couple of minutes simply breathing and nothing else. His length softens, moving out of her and allowing more juice to come out. Soon, Captain Equestria kisses his chest lovingly, and then his neck.

“Okay…” she still pants, “You win…I’ll join you.”

Red Skull looks at her, smiling in victory.

“I’m glad you can see things my way…Captain.” he evilly smiles.

He cannot take this charade anymore. Silver Screen, using his hoof, takes off Milano’s mask, and giving her a deep and romantic kiss, not in character, but as himself. Milano would be lying if she thought the feeling was unwelcome.

“That was hot…” Milano smiles.

“It certainly was. Was I too rough?”

“No, that was perfect. Besides, Red Skull wouldn’t be a very gentle stallion.”

“Oh, so this is something you have thought about in detail?”

“Me? You talked the most. All that dialogue seemed strangely in character. Did you write a Captain Equestria fan fiction somewhere, and I just don’t know about it?”

“Of course not. I only write Transformares fan fiction.” he says with a straight face. The face doesn’t last for long, as he then bursts out laughing. Milano playfully hits him on the chest, before kissing him on the cheek. “If we do this again next time, how about you be the dominant one?”

“You know I will. I have a few ideas in mind.” she licks her lips seductively, resting her head atop his chest. Rubbing his coat with her cheek, she thinks about the moment they just shared together, and how exciting it was. The act was something she always wanted to try, but she never got the chance to when she was married to Almighty. Then, a thought crosses her mind; she remembers was Silver Screen, in the throes of passion, had said to her seconds before his climax. “Hey, SS?”

“Yeah?” he asks, eyes closed and still in a state of bliss.

“Do you really love me?”

His eyes snap open in a millisecond, remembering what he said to her during the carnal act. Milano looks upwards, resting her chin on his chest, watching his cheeks turn red at her question. He gazes downwards to her curious expression, tilting her head to the side like a little filly.

“I’m….I’m sorry.” he says timidly.

“What are you sorry for?”

“I got a little carried away, and it just…came out.”

“Yeah it did.” Milano chuckles, referring to something completely different that came out.

“I’m serious, I shouldn’t have said that.”

“But…you DO love me, don’t you.”

“I…” he looks into her beautiful eyes, “I do, I just…I wanted it to be the right moment to tell you. Guess I screwed that one up pretty bad.”

“How long have you felt this way?”

“A while, now. Like maybe a few weeks ago. I didn’t want to make you feel like I was rushing things, so I waited until…until you felt the same way. If you don’t, I completely understand.”

“SS…” she says softly, climbing upwards to face him. Their muzzles barely touch, as if she’s intentionally teasing him. “It’s okay. I love you too.”

“Wait…what?” he wonders in genuine surprise, “How…when…how?”

“I’ve been feeling the same for a while; same as you. I didn’t want you to feel like I was rushing into things, considering the amount of time it has been since the divorce. Kind of silly of me, huh? To fall in love with another stallion so soon after falling out of love with another?”

“Not as soon as you might think.” Silver Screen smirks, “But it’s no less unexpected. I was willing to wait a couple more months before telling you.”

“And I couldn’t wait any longer.” Milano nuzzles underneath his crimson dyed chin, “I want this to last for a really long time.”

“So do I…” he smiles, “…but we have to take precautions, now.”

“What do you mean?”

“In movies, after the two lovers have a wild night of sex, and profess their love for each other, the likelihood that one of them dies soon after goes up by ninety five point six percent. That means we have to watch out for speeding trains, armed robbers, and random diseases.”

“SS…” Milano shakes her head with a chuckle.

“No, I’m not going to be a slouch. I’m going to surround you with a magic bubble twenty four seven, with round the clock protection from being killed.”

“SS…don’t worry so much.” she rubs a hoof on his chest, “It isn’t going to turn out like those dumb love stories. I feel fine, and I don’t have a family history of life ending diseases. Plus, have you seen the crime rate in Ponyville? It’s practically nonexistent, aside from ponies attempting to steal books from the hospital for some reason.”

“Yeah, but that’s Ponyville. What about the rest of Equestria? There could be lots of dangers in places like Manehattan or Las Pegasus!”

“You’re cute when you’re overprotective.” she giggles, “Don’t be such a nervous nelly, SS. Nothing life threatening is ever going to happen to us, and that’s final.”

“Hmmm…” Silver Screen thinks, “I’ll take your word for it…for now…” he looks around the room with suspicion, thinking that something is going to attack at any moment…like that weird looking lamp in the corner.

“Are you having a staredown with that lamp?”

“Maybe.”

“Knock it off.”

“In a minute.”

“Now.” Milano demands, now standing above him in a dominant fashion. He has no choice now but to look away from the lamp, and at the mare he perceives to be a goddess, standing over him with a stern but attractive look on her face. “Isn’t looking at me much better than looking at a stupid lamp?”

“A hundred and ten percent better.” he smiles, “Now…” He grabs her, rolling her around playfully in the bed, all the while kissing her on the neck and cheeks. She laughs at his playfulness, kissing him right back.

“Oh no! Red Skull has got me and is smothering me with kisses! Somepony save me!” Milano says while laughing.

“No one can save you now!” Silver Screen plays along, “You are under my spell!”

He rolls on top of her; the two look upon each other with love and happiness. Milano leans up, kissing him softly on the lips, and then nuzzles up against his cheek, prompting a kiss from him.

“You’re right…” she whispers, “…I am.”

Author's Notes:

Last of the clop for a while.